Biotech Firm HCW Biologics Faces Leadership Shake-up as Director Exits Board

Rhea-AI Filing Summary

HCW Biologics held its 2025 Annual Meeting of Stockholders on June 17, 2025, marked by technical difficulties with their service provider Broadridge Financial Solutions that affected virtual attendance. Despite these issues, the meeting achieved a quorum through in-person and proxy attendance.

Key developments include:

• Director Resignation: Gary M. Winer resigned from the Board of Directors immediately after the meeting. His resignation was not due to any disagreements with company operations or policies
• Director Election Results: Scott T. Garrett was successfully elected as Class I director with 534,541 votes in favor, while Gary M. Winer received significantly less support with only 133,365 votes in favor
• Auditor Appointment: Stockholders ratified Crowe LLP as the independent registered public accounting firm with overwhelming support (693,874 votes in favor)

To address the technical issues, the company will provide stockholders access to meeting replay until June 2026 and accept questions through July 31, 2025, via email at info@hcwbiologics.com.

Positive

• Scott T. Garrett received strong shareholder support with 98.3% of votes cast in favor of his election as Class I director
• Appointment of Crowe LLP as independent auditor was overwhelmingly approved with 99.9% of votes in favor

Negative

• Director Gary M. Winer resigned from the Board immediately after receiving significantly low shareholder support (only 24.4% votes 'For' vs 75.6% 'Withheld')
• Technical difficulties during the Annual Meeting prevented some stockholders from accessing the virtual meeting platform, indicating potential governance and communication issues

Insights

Corporate Governance Analyst

Director Winer resigned after receiving 75% opposition votes; board seat will remain vacant following this significant shareholder rebuke.

This 8-K reveals a substantial corporate governance development at HCW Biologics. Director Gary Winer resigned immediately following the Annual Meeting where he received an overwhelming rejection from shareholders - just 133,365 votes "For" compared to 410,361 votes "Withheld" (a 75% opposition rate). This level of shareholder dissent is highly unusual in board elections and represents a clear vote of no confidence.

The contrast with fellow nominee Scott Garrett is striking - Garrett received 534,541 votes "For" with only 9,185 "Withheld" (98% approval). While the filing includes standard language that Winer's departure "was not due to any disagreement" with the company, the timing immediately following such decisive shareholder rejection speaks volumes.

Notably, the board has chosen not to fill the vacant seat, which effectively reduces the board's size. This decision could impact board dynamics, committee structures, and overall oversight capabilities. For an emerging growth company like HCW Biologics, board composition is particularly critical during development stages.

The filing also mentions technical difficulties with Broadridge's virtual meeting platform that may have prevented some shareholders from participating, though a quorum was achieved. This raises minor concerns about shareholder access to governance processes, though the company is providing alternative means for information access and question submission.

8-K Event Classification

4 items: 5.02, 5.07, 8.01, 9.01

4 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

0001828673false00018286732025-06-172025-06-17

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 17, 2025

HCW Biologics Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-40591	82-5024477
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
2929 N. Commerce Parkway
Miramar, Florida				33025
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 954 842-2024

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		HCWB		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Introductory Note:

On June 17, 2025, HCW Biologics Inc. (the “Company”), held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). During the meeting, the Company’s service provider experienced technical difficulties that may have prevented the Company’s stockholders from logging into the virtual meeting; however, many stockholders were able to join via phone. The replay of the Annual Meeting will be available for one year at https://www.virtualshareholdermeeting.com/HCWB2025, and through July 31, 2025, stockholders may submit questions that they otherwise might have submitted at the Annual Meeting to: info@hcwbiologics.com. Questions that follow the Meeting guidelines will be answered in a publicly available format.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 17, 2025, after the Annual Meeting, HCW Biologics Inc. accepted Gary M. Winer’s resignation from the Company’s Board of Directors, effective immediately. The Board of Directors is not required to fill the seat on the Board of Directors formerly held by Mr. Winer, and thus, this seat will remain vacant.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 17, 2025, after the adjournment of the Annual Meeting, the Company accepted Gary M. Winer’s resignation from the Company’s Board of Directors, effective immediately. Mr. Winer’s resignation was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. The Board of Directors has determined not to appoint a replacement director currently.

1.At the Annual Meeting, the Company’s stockholders elected the persons listed below as Class I directors for three-year terms expiring at the 2028 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified:

Nominee	For	Withheld	Broker Non-Votes
Scott T. Garrett	534,541	9,185	150,771
Gary M Winer	133,365	410,361	105,771

2.The Company’s stockholders ratified the appointment of Crowe LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2025.

For	Against	Abstain	Broker Non-Votes
693,874	595	28	--

Item 8.01 Other Events.

During the Annual Meeting, the Company’s service provider, Broadridge Financial Solutions, Inc., experienced technical difficulties that may have prevented stockholders from joining the virtual meeting; however, a quorum at the Annual Meeting was reached through the attendance in person or by proxy of persons, who, as of the record date of April 22, 2025, held a majority of the voting power of the shares of our common stock entitled to vote at the Annual Meeting. Accordingly, The Annual Meeting was validly held.

Broadridge will send a letter to the Company’s stockholders that includes links to the replay of the Annual Meeting and a platform where stockholders can submit questions. A copy of this letter is furnished as Exhibit 99.1 to this Form 8-K. The Company has also posted the letter on its investor website at: https://investors.hcwbiologics.com/.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Letter to HCW Biologics Inc. Stockholders dated June 23, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			HCW BIOLOGICS INC.
Date:	June 23, 2025	By:	/s/ Hing C. Wong
			Hing C. Wong, Founder and Chief Executive Officer

FAQ

Why did Gary M. Winer resign from HCWB's Board of Directors in June 2025?

According to the 8-K filing, Gary M. Winer resigned from HCWB's Board of Directors effective June 17, 2025, immediately after the Annual Meeting. The filing specifically states that Mr. Winer's resignation was not due to any disagreement with the Company on any matter relating to the Company's operations, policies, or practices. The Board has decided not to appoint a replacement director at this time.

What were the voting results for HCWB's director elections at the 2025 Annual Meeting?

At HCWB's 2025 Annual Meeting, the voting results for Class I directors were: Scott T. Garrett received 534,541 'For' votes and 9,185 'Withheld' votes, while Gary M. Winer received 133,365 'For' votes and 410,361 'Withheld' votes. There were 150,771 broker non-votes for Garrett and 105,771 for Winer.

What technical issues occurred during HCWB's 2025 Annual Meeting?

During HCWB's Annual Meeting on June 17, 2025, the service provider Broadridge Financial Solutions experienced technical difficulties that may have prevented some stockholders from logging into the virtual meeting. However, many stockholders were able to join via phone, and a quorum was reached through attendance in person or by proxy. The meeting was deemed validly held.

How can HCWB shareholders access the 2025 Annual Meeting replay and submit questions?

HCWB shareholders can access the Annual Meeting replay for one year at https://www.virtualshareholdermeeting.com/HCWB2025. Through July 31, 2025, stockholders can submit questions to info@hcwbiologics.com. Questions following Meeting guidelines will be answered in a publicly available format. Additionally, Broadridge will send shareholders a letter with replay links and a question submission platform.

Did HCWB shareholders approve their independent auditor for fiscal year 2025?

Yes, HCWB shareholders ratified the appointment of Crowe LLP as the company's independent registered public accounting firm for fiscal year 2025. The vote received overwhelming approval with 693,874 votes 'For', 595 'Against', and 28 'Abstain'.